Corporate Authorization; Binding Effect Clause Samples

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board of directors and the duly authorized officers have the authority to execute, deliver and perform this Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Seller, and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms.

Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by

Corporate Authorization; Binding Effect. The Company has taken all corporate action necessary to authorize its execution and delivery of this Agreement and any Notes and the consummation of the transactions contemplated hereby; this Agreement and any Notes constitute the legal, valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws

Corporate Authorization; Binding Effect. The Borrower has taken all requisite action necessary to authorize its execution and delivery of each Loan Document to which it is a party and the consummation of the transactions contemplated hereby; each Loan Document to which the Borrower is a party constitutes its valid and binding agreement, enforceable against the Borrower in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

Corporate Authorization; Binding Effect. (a) Seller and each Selling Entity, as the case may be, has or will have full corporate (or other limited company) power and authority to execute and deliver this Agreement and/or each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller and each Selling Entity, as the case may be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Seller and each Selling Entity, as the case may be, pursuant to the Transaction Documents, and the performance by Seller and each Selling Entity, as the case may be, of its obligations hereunder and thereunder have been or at the Closing will have been duly authorized by all necessary action on the part of Seller and each Selling Entity, as applicable. (b) This Agreement has been, and each other Transaction Document to which Seller or any Selling Entity is a party will be, duly and validly executed and delivered by Seller and/or the applicable Selling Entity, as the case may be, and this Agreement is, and each of the other Transaction Documents to which Seller or a Selling Entity is a party, when executed and delivered by Seller or a Selling Entity, as applicable, will constitute, assuming due execution and delivery by the other parties to such Transaction Document, a valid and binding obligation of Seller and/or the applicable Selling Entity, as the case may be, enforceable against Seller and/or the applicable Selling Entity in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Corporate Authorization; Binding Effect. The execution, delivery and performance by Assignor of this Agreement, and all of the other documents and instruments required hereby from Assignor, and the consummation of the transactions contemplated hereby by Assignor, have been duly and validly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor. This Agreement is, and the other documents and instruments required hereby to which Assignor is a party will be, when executed and delivered by the parties thereto, the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Corporate Authorization; Binding Effect. Buyer has full corporate power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder. The Transaction Documents and performance and consummation of the Contemplated Transactions are and have been approved by all requisite corporate action of Buyer. No other corporate or legal proceedings on the part of Buyer are necessary to approve or authorize the execution and delivery of the Transaction Documents and the consummation of the Contemplated Transactions. The Transaction Documents have been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery of the Transaction Documents by each Seller Party, each Transaction Document is the valid and legally binding obligation of Buyer, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditor’s rights generally from time to time in effect and limitations on enforcement of equitable remedies.

Corporate Authorization; Binding Effect. Each of Parent, --------------------------------------- Logitech Subsidiary and Merger Sub each have the corporate power to execute, deliver and perform this Agreement and all other documents executed and delivered or to be executed and delivered by either of them pursuant to this Agreement have taken all necessary corporate action to authorize the execution, delivery and performance by each of them of this Agreement and such related documents. This Agreement has been duly executed and delivered by Parent, Logitech Subsidiary and Merger Sub and, assuming due and valid authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent, Logitech Subsidiary and Merger Sub, enforceable against Parent, Logitech Subsidiary and Merger Sub in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws and principles now or hereafter in effect, affecting creditors' rights generally, (b) rules or principles of equity affecting the enforcement of obligations generally, whether at law, in equity or otherwise, or (c) the exercise of the discretionary powers or any court or other authority before which a proceeding may be brought seeking equitable remedies, including specific performance and injunctive relief.